Tozase, Murcielago
by Master Shinobi
Summary: Inspired by James D. Fawkes's SUtFH.  When Naruto is knocked out by Orochimaru's seal jutsu, he meets Ulquiorra in Hueco Mundo.  Ulquiorra offers his power and Naruto accepts before going back to his own world.  Watch him become Hokage with hollow powers.
1. The Offer

**Tozase, ****Murciélago**

**Chapter 1**

Despite taking place during the second task of the Chunin exams, the landscape Naruto awoke to was not a lush green jungle. Instead the young ninja found himself on a seemingly endless expanse of pure, white sand. The only landmarks anywhere in sight were a few dozen rather strange trees completely devoid of foliage.

_Wh-where am I? _Naruto wondered. _There aren't any places like this in Konoha. Did that Grass-teme's seal transport me somewhere else?_

"**This place is called Hueco Mundo human."**

Naruto quickly spun around, only to come face to face with the strangest creature he had ever seen.

This…thing towered above him at over six feet tall. It had wings, arms and legs covered in fur as black as the darkest night along with claw tips on the end of each digit. The thing's skin was as white as the sands around them and his head was topped by fairly intimidating pale horns. But the most shocking thing about it was the eyes: pale yellow eyes that seemed to be able to see right through to your soul, under each of which was a large black mark eerily reminiscent of tears.

Naruto reached into his pack for a kunai but found out that this was extremely unwise. Just as his fingers wrapped around the handle he was forced to his hands and knees by an ungodly pressure. Mustering all his strength to look up, he cringed in fear at what he saw: this thing's eyes were narrowed in a manner that clearly spoke of its strength, that it could kill him instantly if it so desired, and it was only by this creature's patience that he was still among the living.

With a surprisingly calm voice, the powerful being before him spoke.

"**Do not attempt to point your weapon at me boy. I am here to aid you. If I had intended harm then you would have ceased to exist the moment your feet touched the sands."**

It took all of Naruto's strength to utter the next three, short words: "W-W-Who…are…y-y-you?"

Naruto instantly felt whatever was holding him down disappear and he clumsily climbed to his feet. This creature must have decided that keeping Naruto pinned while attempting conversation would be counterproductive.

The man calmly indicated Naruto's stomach and said, **"My name is Ulquiorra Cifer. I am a hollow, Vasto Lorde, and former slave to the Kyuubi that you have sealed within you."**

The young shinobi thought that he had adequately prepared himself for whatever this thing had to say, but now he was about 99% sure that his heart had stopped. This creature before him was strong enough for the _Kyuubi _to consider him a threat. If that was true, there was no way in hell that a chunin-hopeful like him stood a chance. Naruto just prayed that the patience this 'Ulquiorra' had shown up till now would hold long enough for him to get out of here. A bit further along this line of thought, he remembered that this man called Ulquiorra had just promised to assist him.

Naruto met the still neutral eyes before him with a questioning look. "You said you wanted to help me. Why? It's not that I don't appreciate it, but I don't possess much experience with strangers that have good intentions."

Refusing to betray even the slightest hint of emotion, Ulquiorra answered the small boy in front of him. **"You would not know this, but before he attacked your village, that fox used his near-limitless strength to bring the whole of this world under his thumb. Because my power was strong enough to rival his, he first sought out and defeated me. Afterwards I roamed Hueco Mundo as his slave for centuries while the other hollows suffered under his reign."**

"**When he disappeared twelve years ago, I felt happiness for the very first time and became content to wander the sands. But seeing you now, and knowing that you are the only one keeping that evil thing at bay, I realize that I must do all I can to ensure your survival."**

Sensing confusion, Ulquiorra allowed the child to ask his question. "But how would that work? We have some pretty unusual things in my village but I'm fairly sure you'd stick out like a sore thumb."

Strengthening his patience after the ninja's display of ignorance, Ulquiorra calmly informed him that, **"I am a spirit, boy. The seal that the serpentine man placed on you has suppressed the fox's chakra enough for me to enter your body. It's completely up to you to decide whether or not to let me in. Should you accept, most of my power will be sealed inside of a sword while the rest takes up residence inside your head."**

"**I feel I should also inform you that, after the merger, I will be able to gradually drain the fox of his life-force while strengthening your own. It may take centuries or even millennia but as long as you don't die from unnatural causes the fox will never be free again." **Finished with his explanation, the Vasto Lorde crossed his arms to await a response.

Across from him, Naruto was surreptitiously going over the deal that had been laid out before him. He had almost jumped on it as soon as he heard that part about the fox, but was able to reign himself in enough to take time to think. It certainly seemed like a good deal: not only would he be rid of that evil spirit but, both from what he had felt and heard, he would gain the power of a being that rivaled that of the strongest of the biju.

Realizing that the benefits far outweighed the cost of having a new tenant in his body, Naruto put on a look of pure determination. "It's a deal. I look forward to working with you Ulquiorra."

Ulquiorra flashed the barest ghost of a smile before dissolving and reforming into a light-green katana on Naruto's left hip. _**So do I Naruto, so do I. Make sure to never forget the release command of this sword.**_

Noticing his mind-body beginning to fade, Naruto asked "and what would that be?"

Just before their return to reality, Naruto heard two words he would makes sure to never forget. _**Tozase, **_Murciélago_**. (Enclose, Black-Winged Great Demon)**_

* * *

Our hero woke up to the sound of someone losing their lunch. Not the best thing to hear when you first wake up but that wasn't important now. Naruto raised himself off the ground and onto his elbows just in time to see the last of Rock Lee's lunch exit his stomach. He also recognized the form of an unconscious Sasuke next to him, a worn looking Sakura in front of him, and the sound team from the first exam in front of Lee.

"Let's finish this."

The low, growling voice of the bandaged sound ninja broke him out of his reverie. Seeing the strange gauntlet being raised threateningly toward Lee, Naruto was on his feet in less than a second. Instincts he didn't know he had took over and his right hand automatically slipped around the hilt of his sword. He vaguely felt a strange energy being focused into his legs before he blurred out of existence with a strange buzz.

Dosu felt so assured of his victory at the moment that he foolishly let his guard down. Due to his rookie mistake, instead of hearing the eloquent sound of flesh and bone being crushed under metal, he felt an unexpected resistance accompanied by a metallic clang.

Looking up to see who would dare to stand between him and his prey, he was met with blonde hair and blue eyes fixed in fierce determination. The owner of these features opened his mouth to speak with a voice of absolute authority.

"You shall not hurt my nakama."

Somewhere deep in his soul, Dosu felt fear. This wasn't what he felt when he faced Orochimaru, the kind of fear you felt when faced with someone who would kill you in an instant. This was different. What he felt from the blonde shinobi was more of a strange calm. It was like looking into a bottomless ocean of power. The existence before him did not wish him harm, but still promised to destroy him instantly if he dared to oppose him. While he immediately made the strategic decision to retreat, it appeared that his teammates, namely Zaku, did not share in his insight.

"Who the hell are you Blondie? Move it Dosu! I'm gonna atomize this bastard!"

Having finished his loud proclamation, Zaku raised his arms to follow through with his threat.

Dosu saw the foolish action Zaku was about to take and attempted to yell out a warning. Before he could even speak, a surge of strength in Naruto's sword arm propelled him twenty yards backwards…right into the trunk of a tree. The last thing he remembered before passing out was an unsettling crack from his back followed by intense pain.

Seeing his team leader tossed aside like a rag doll, while the perpetrator merely turned back towards him defiantly, only served to enrage Zaku even more. Releasing his wind chakra in the blonde's direction, he waited with a satisfied smirk to see the ninja standing before him cut to pieces. What he didn't expect was for said shinobi to raise his left pointer finger and utter a word almost too quietly to hear.

"Cero."

Strange green energy gathered at the end of his finger for all of two seconds before firing. While he had never seen or heard of this technique, he was completely confident that it would do nothing to stop his prized wind jutsu. This error in judgment proved to be the last one in his short life.

The strange green light plowed through the wind like it wasn't even there. And it didn't stop. Kin could only gasp in horror as her teammate's body fell to the forest floor with a note of finality; with everything between the head and hips missing.

* * *

Naruto's eyebrows receded into his bangs from shock. He had released that attack more on instinct than anything but had attempted to decrease its power enough so it would only cancel the opposing jutsu. It appeared that he had been very unsuccessful.

As Zaku's body collapsed onto the ground, Naruto continued to stare at the shocking sight before him: his attack had not only completely disintegrated the enemy's body, but had continued on through seven entire trees before stopping a quarter of the way through the eighth.

Deciding to figure out his new powers later, he directed his voice to the only still conscious member of the sound team.

"Leave your scroll, get your friend, and go. Your bandaged teammate may have some broken bones, but he'll survive. Just remember that if you show your faces to me again, I _will _kill you."

Thoroughly frightened by the threat, Kin quickly jumped over to Dosu's crumpled body, flung the scroll from his pack to the blonde swordsman, and took them both from the clearing as fast as her legs could carry them.

* * *

Note (edit): Thank you Eyes of Truth for pointing out my mistake regarding Naruto's awareness of the Kyuubi. I can't believe the whole Mizuki incident slipped my mind!

Note pt2: I have _four_ tests this week so if I do get a chapter out this weekend, it probably won't be much longer than chapter 1.

Thanks for all the reviews


	2. Your powers and you

Note: I am not good at portraying emotionless people, so Ulquiorra will not remain the stone-cold creature he is in the manga. The reasoning is that when he fused with Naruto, Naruto's overly emotional personality blended with his and created a kind of balance. We all know how good Naruto is at influencing others.

Xeiden: It's true that it is never confirmed that he was a Vasto Lorde but think about it. Harribel was confirmed as having been one and she's only one rank above his. Furthermore, Ulquiorra states that Aizen was unaware of his Segunda Etapa form, so it stands to reason that his true power would most likely put him above Harribel.

Kami no ryu: The Spanish translation is indeed "bat", but the translation of the Japanese kanji is "Black-Winged Great Demon." If you'll notice, all the arrancar's sword names have two translations, one for Spanish and one for Japanese.

**Tozase, ****Murciélago**

**Chapter 2**

(Forest of Death)

Naruto caught the tossed scroll easily enough with his left hand, but he didn't relax until both of the reiatsu signatures disappeared.

_That's another thing I need to ask Ulquiorra about,_ Naruto thought. _How did I do what I just did? What is this strange new energy? Why do I know that it's called reiatsu?_ Naruto was so deep in thought that he jumped slightly when his teammate called out to him.

"N-Naruto…a-are you ok?"

Turning to Sakura, he made sure to flash a big, Naruto-like smile before nodding several times in the affirmative. The last thing he needed was a sudden inquisition about what had just happened. She stared at him for a few moments longer before, to Naruto's relief, going over to check on Sasuke-teme. Seeing that she was occupied, he went over to check on Rock Lee.

Even though he was thoroughly laid out, there didn't appear to be any lasting damage to the taijustsu specialist. Figuring that Lee was tired of the taste of dirt, Naruto re-sheathed his sword and threw an arm over his new friend's shoulder to help him limp to the tree. Lee flashed him a grateful smile.

"Thank you Naruto-kun. It is not easy to walk, let alone fight, when one's eardrum has been broken. I am extremely grateful for your timely interference."

Naruto shook his head before saying, "I should be thanking you Lee. I was really out of it there and if you hadn't shown up when you did, I'm not sure what would have happened."

Before Lee could deny this, he saw Naruto's head suddenly swivel off to the right. Faster than he could blink, Naruto's sword was in his hand and pointing in the offending direction. A few seconds ticked by before two new figures emerged from the foliage: Neji and Tenten.

Naruto looked ready to attack until the boy he was carrying yelled out "Neji! Tenten! It's so good to see you! I am afraid you are too late to join in the battle as Naruto-kun has already won!" Wincing slightly at the spandex-clad boy's volume, Naruto lowered his sword and allowed the one referred to as 'Tenten' to take Lee from his arm…and proceed to shake him back and forth in a very violent manner.

"Lee you idiot! How many times do we have to tell you not to go off alone? Now look at you! You're all beaten up!"

Naruto turned away from the hilarious scene to acknowledge Lee's approaching third comrade. Stopping just short of five feet, the one known as 'Neji' offered Naruto a stiff bow. "Naruto-san, Tenten and I are very grateful that you saved our reckless teammate. We offer our thanks."

Naruto waved him off with a smile and said "you don't need to thank me. Lee came all the way out here to save Sakura, so I was just returning the favor."

Neji exited his bow and gave a barely perceptible nod before walking over to stop Tenten from knocking Lee unconscious. Now that she was finished adding more injuries to Lee's already long list, Tenten zipped over so fast that Naruto fell back a couple of steps.

Eyeing his sword with what could, strangely, only be described as lust, the strange girl purred out "_I love your sword."_

It took Naruto a few seconds to shake himself out of his stupor. This girl was either a serious weapons enthusiast, or she had an extreme fetish for boys in orange jumpsuits. Hoping to Kami-sama that it was the former, he nervously held out the blade for her to examine.

To his infinite relief, her squeal at his actions confirmed that she merely liked his sword. "It looks so sharp! I bet you could kill 100 men and not even have to polish it! Where'd you get it? What's its name?"

Before she could ask any more questions, her spandex-clad friend called out "I think that you are scaring Naruto-kun, Tenten."

She moved her eyes from Naruto's sword to his face. It was obvious that he was getting a little freaked out. Tenten put on a sheepish grin and said "sorry. It's just so nice that I couldn't help it."

Seeing that she wasn't going to freak out anymore, Naruto smiled warmly and stated "no harm done. You're right, Murciélago is a great sword."

Relieved that he didn't think that she was a total freak, Tenten smiled and began to walk back to her waiting cell. Throwing one last look over her shoulder, she said "I can't wait to see more of it in the later exams," and the team was gone.

Once they had left his range of senses, he sheathed Murciélago and ambled over to Sakura and the teme. He placed a hand on his pink-haired teammate's shoulder and said "I need to know what happened after Hebi-teme knocked me out Sakura."

For a minute, Naruto thought that Sakura was going to ignore him in favor of caring for Sasuke. But after placing a wet rag on his head, she shocked him by turning towards him with tears in her eyes.

"I don't really know what happened to Sasuke-kun. After that grass-nin knocked you out, he did some weird thing with his neck. It stretched a really long way and he bit Sasuke-kun! What's worse, now he has this weird mark on his shoulder!" Seeing his friends obvious distress, Naruto put his hands on both sides of her head and forced her to look at him.

"Sakura, listen to me. It's going to be ok. Sasuke's strong! He wouldn't let something like that kill him!"

His words seemed to give her courage because she smiled and returned to her task with renewed vigor. Now that he had averted Sakura's mental breakdown, it was time to get some answers. Naruto retreated to the other side of the tree's hollowed out base and sat down cross-legged, with the blade spanning his lap, so he could commune with the new tenant in his mind.

* * *

(Inside Naruto's Mind)

"OI! Ulquiorra! I've got some questions that need answering!"

For all the response he got Naruto might as well have been yelling at a stone wall, which was a distinct possibility when you regarded the unusual décor that now furnished his mind. Gone was the dank and musty sewer and in its place was an almost regal white-walled bedroom. Personally, he would've gone with something other than green furniture but hey, maybe his new tenant was a one-color man.

His attempted third call came out a startled yelp when the object of his search suddenly phased into existence before him. "Don't do that! Jeez, it's like you _live_ to give me heart attacks on a regular basis." The hollow remained unmoved by his comment, but the young shinobi could've sworn he saw the faintest hints of amusement in those green eyes.

Surprising the blonde with a small bow, the hollow said, "I apologize for the delay in my appearance Naruto, but I felt that it was a worthy endeavor to explore my new place of residence." Naruto steeled himself for what was sure to be a long and involved conversation before introducing his request.

"I need to know what happened out there Ulquiorra. I mean, I guess I really shouldn't be surprised, seeing how strong you are, but that blast…beam…_whatever_ it was, came out completely beyond my control. I need you to teach me how to harness this power." He looked down at the ground for a few seconds and then concluded, "there's no way that I can go into battle while wielding a weapon that could just as easily kill my friends as my enemies."

Seeing what Ulquiorra did next, Naruto was slightly worried that the world might suddenly come crashing down: he smiled. It wasn't an amused smile, like the one Oji-san would sometimes wear after one of his pranks. No, this smile was proud, like something a father might show his son after a great accomplishment. "Very well Naruto. Your body may not be ready for the bulk of my power, but I can at least show you the basics. Follow me."

A short while later found them both in a wide-open room that appeared to be some sort of training hall. After a quick explanation of the basics of reiatsu, Ulquiorra directed Naruto to stand behind him for the remaining duration of his lesson. Rather than begin with words, the Vasto Lorde lifted his right index finger and shot off a huge blast of green energy, the force of which knocked Naruto off his feet. The beam continued until it reached the wall…and blasted right through it, filling the room with debris and smoke. After the haze of pulverized rock had sufficiently dissipated, and Naruto was able to pick his jaw up off the floor, Ulquiorra began his explanation regarding the new addition of a ten-foot wide hole in the far wall.

"What you have just seen Naruto is the hollow attack known as Cero. The mechanism is to concentrate your reiatsu into a small sphere just past the edge of your fingertip. Allow the energy inside the sphere to churn and rotate so that it can build up power, then release it all in a huge burst directed toward your enemy."

Naruto opened his mouth to voice his concern from earlier but his new teacher interrupted him. "You're probably wondering why you lost control of the cero on your first attempt aren't you?" His student was good natured enough to rub the back of his head and grin in embarrassment. Ulquiorra smiled and continued. "Unfortunately, while you were defending your teammates, I was in the process of completing my integration into your mind. When you saw that huge attack coming, your sense of self-preservation accidently accessed a small portion of my hollow instincts. This power was new to you and therefore your body didn't know how to handle it. I believe you already know the result."

Naruto knew alright. Even if they were enemies, he didn't feel right just ending the boy's life without at least trying to find a nonlethal solution. That, added to the fact that it was his first actual kill, had him feeling pretty guilty. "There is no need to feel shame in your actions." Naruto refocused on his sensei. "The shinobi you killed was attempting to not only end your life, but the lives of your comrades as well. Taking one life to save many is something you will have to come to terms with as a warrior."

That gave him something to think about. Up to now, his dream was mainly fueled by his desire to gain acceptance. He had never really thought about what it would be like once he actually _was_ the Hokage. Were these the kinds of decisions he would have to make? The very thought terrified him.

"It's alright to be scared you know." Naruto looked up at him with a hint of fear in his eyes. "It would be foolish for you _not_ to be apprehensive. What matters is whether or not you have the conviction to make those choices and stand by them." Ulquiorra put a comforting hand on Naruto's shoulder and smiled. "From what I've seen Naruto, that won't be a problem."

He was shocked. While there were a few people who accepted him, Ulquiorra was the first to state outright that he believed in him. With a smile that threatened to split his face, Naruto said "thanks Ulquiorra…that means a lot to me."

The hollow smiled once more before taking a few steps back for another demonstration. "This next attack, called the Bala, is slightly weaker than a cero but makes up for it by being twenty times faster." Ulquiorra raised his left fist and began applying a spherical coat of crimson reiatsu. "The mechanism behind this attack is fairly simple. Start by creating an anchor for the energy around your wrist while simultaneously forming a solid sphere of reiatsu around your hand." Ulquiorra executed a short jab to his left, causing the red orb to shoot off at impossible speeds and impact the wall. The large cracks that spider-webbed away from the point of contact proved that, even weakened, the reiatsu projectile could still cause significant damage.

Naruto looked thoughtful. "So I'm assuming the purpose of this attack is to utilize speed so you can damage your enemies at a moment's notice?" Ulquiorra nodded and said "a sound analysis Naruto. Now the next move I have to show you is called sonido…"

* * *

(Two hours later, Forest of Death)

Sakura attempted to focus her attention solely on Sasuke, but it was becoming hard to not worry about her blonde teammate. In the two hours since he had entered meditation, he had yet to move _once_. This was strange for normal people, and Naruto was usually incapable of sitting still for two _minutes_, let alone two _hours_.

_Whatever's happening to him is definitely strange. But as long as it's just unusual behavior I shouldn't worry about it. I need to focus on Sasuke-kun._ Nodding at what she believed to be sound reasoning, Sakura returned to the task of wringing out his forehead-cloth for the fiftieth time.

* * *

(Back in Naruto's mind)

Naruto wasn't sure what was worse, the sore muscles or the pounding headache. Over the past two hours, his new sensei had instructed him in all the basic techniques of an evolved hollow. Naruto took to the Cero and Bala well enough, or at least to the point where he could actually _control_ how much reiatsu came out, but his first attempt at sonido had ended with his face in the wall and his mouth full of rocks. However, he still managed, after many tries, to achieve sufficient mastery of the new speed technique as well. Now he was preparing himself for Ulquiorra's crash course in kenjutsu.

A few yards away, he watched his sensei slowly pull the sword out of its sheath, idly noting that the lax speed provided a significant intimidation factor. "Before I introduce you to my sword-style Naruto, there is something you must promise me." He noted the seriousness in Ulquiorra's tone and nodded his head without hesitation. "Outside of training, I want you to swear to me that you will never raise Murciélago against another unless they offer no other option. The very essence of my style is to only draw your sword under one of the following conditions: 1) to protect your life, 2) to guarantee the safety of your precious ones, 3) to end the oppression of the weak, and finally 4) to uphold your ideals of honor and justice. Outside of these circumstances, the usage of kenjutsu reduces you to no more than a common thug."

There was no other response. After hearing the Vasto Lorde's impassioned speech, Naruto put on a look more determined than any other before. "I swear to you Ulquiorra-sensei, I will never shame you by straying from the path of the warrior." Pleased with the response, Ulquiorra sank into his battle posture. "Very well Naruto, now prepare yourself." After scarcely a second, both fighters disappeared in a burst of speed, and the sound of clanging swords filled the air.

* * *

I can't _believe_ I still managed to find the time to write this week. Tests will be over after tomorrow and then it's a day or two of R&R.

Next is the conclusion to the second exam. Look forward to it.

Thanks for all the great reviews you guys. I'm constantly trying to improve my writing style right but it's very hard after doing only AP essays for four years.

Peace out and see you when I see you.


	3. A Sad Past, A Hopeful Future

PLEASE READ NOTES!

To all those who don't believe my translation of Murciélago, I ask you to go to the link in my profile.

As you can see, the Spanish and Japanese have two different translations. I prefer the Japanese one merely because it sounds cooler.

Also, I forgot to mention that the same thing that happened to Ulquiorra will also apply to Naruto. He's become slightly more mellowed out since the fusion so he's not going to be acting like a total spaz anymore.

And don't worry about the lack of serious action scenes. There will be some coming up in the next few chapters as I finish the Chunin exam prelims.

Note: For Ulquiorra's first meeting with Harribel, I'm having him in his first form of Resurreción. It was never revealed in the canon, but I imagine that, at least right after becoming a Vasto Lorde, Ulquiorra must've been in his weaker form. I figure that he must have had to train to unlock the Segunda Etapa form. Based on the rankings, and that Aizen only knew about Ulquiorra's first form, it's reasonable to assume that in the beginning Harribel was stronger.

Note part 2: Instead of that bony appearance that the anime shows, Harribel's Vasto Lorde form in this fic will be the same, sexy version as her Resurreción.

Note part 3: For all of you that watch Bleach, you'll know that the Vasto Lorde gained a significant amount of power when they were changed into arrancar. Given that Naruto meets Ulquiorra _long_ before Aizen comes into the picture, I'm doing it slightly differently. Ulquiorra was still a Vasto Lorde when he and Naruto met, but when he and Naruto fused, Naruto basically became an arrancar, so his Resurreción will have the same power boost that Ulquiorra received in Bleach when Aizen turned him into an arrancar with the Hōgyoku.

Note final: Some people have been asking about how the Kyūbi will figure in. If you've read Fawkes's Crisis Core: The Azure Moon (SUtFH's sequel), then you know that Naruto was sealed to allow the Kyūbi's chakra to be purified. My story will be similar in a few aspects. The amount of time it takes for the Ulquiorra to finish off the fox will be the same so that I have something for Naruto to do until the time of Bleach's storyline. A key difference you already know about, as Ulquiorra's already told Naruto he's slowly draining the Kyūbi's chakra and adding it to his. Despite how powerful Ulquiorra is portrayed in the manga, I doubt there is anyone who thinks he can go toe-to-toe with Yamamoto. Given the Soul Society's treatment of anyone with hollow powers, Naruto needs to be on par with the Sōtaicho so Central 46 doesn't order his soul's execution as soon as he dies. The chakra Ulquiorra drains from the Kyūbi will be what pushes the strength he already possesses up to Yamamoto's level. I already have most of the ending of this story and the beginning of the next planned but that won't be for a while so I don't want to give too much away.

* * *

**Tozase, Murciélago**

**Chapter 3**

**A Sad Past, A Hopeful Future  
**

(Forest of Death)

Naruto awoke from his self-induced trance feeling surprisingly well-rested. Hard to imagine since he had just spent the last two hours being tossed about like a rag doll by his instructor. That didn't mean he wasn't able to learn the man's kenjutsu. Amidst the rain of blows and chorus of steel clangs, Naruto was slowly but surely integrating his sensei's moves into his style. After nearly two hours, Ulquiorra had decided the first lesson was over when Naruto managed a glancing blow to the hollow's side; not quite deep enough to draw blood but sufficient to ensure a trip to the tailor in the man's near future. He had sheathed his weapon and told Naruto that it was enough for now. When the blonde had looked unsure, Ulquiorra insisted that he only wanted his charge to be capable of making it through the current task. With that, and the promise of more training in his next moment of free time, Naruto bid his sensei a final farewell before returning to the realm of the conscious.

Hearing a soft snoring noise, he looked over to see Sakura passed out on top of Sasuke. Considering her personality, she must have fussed over the teme until she literally passed out. He took a quick glance at the sun's position and confirmed that it was indeed rather late. Moderately sure that neither of his teammates would wake up any time soon, Naruto made his way to the entrance and set himself up for watch duty.

* * *

(The next morning)

"Come on Sakura-san, wake up. You too teme, we're burning daylight here."

Sakura sat up with a groan and ran a hand through her frazzled hair. She muttered a few choice expletives under her breath before lying down to resume her slumber. Not catching onto the part about burning daylight, Sakura asked "What is it Naruto? Can't this wait until tomorrow? I'm exhausted." She heard her teammate sigh with what seemed to be exasperation. "It is tomorrow Sakura-san. I've been guarding you and Sasuke-teme all night; and in case you've forgotten, we're in the middle of a life or death exam here." Now_ that_ had her up in a hurry. Taking a moment to shake the last vestiges of sleep from her eyes, Sakura looked up at Naruto and noted the very faint outlines of bags under his eyes. _He kept watch over us all night?_

"Why didn't you wake me up Naruto? I would've taken a shift at keeping watch if you needed to sleep."

Naruto merely shrugged his shoulders nonchalantly. "I figured after both attempting to repel an attack from enemy ninja and caring for our injured teammate that you deserved some sleep. After I finished my meditation I wasn't really tired anyway."

Having said his piece, Naruto went about the campsite to collect the various odds and ends while Sakura just stared at him quizzically. "That was awfully thoughtful Naruto. I really appreciate it." She then glanced back over at their still unconscious third man. "I want to get moving as much as you do Naruto, but Sasuke-kun still hasn't woken up."

As if in response to her question, the blonde walked over in front of the splayed out Uchiha and bent forward. Looking back at Sakura, he said "put his arms over my shoulders and I'll carry him. I don't think we're very far from the goal anyway."

Nodding in agreement, Sakura climbed to her feet and made her way over. She cautiously placed Sasuke's arms over Naruto's shoulders and pulled a cloth from her pocket to tie his wrists together. Seeing that his teammate was now secure, Naruto stood up after bracing his hands against the Uchiha's thighs and took off with Sakura following closely behind.

* * *

(The tower)

The trip had been mostly uneventful, save for when Sasuke finally woke up only to find himself on Naruto's back.

_Flashback_

"_Let me down, dobe."_

_Hearing his passenger's voice brought Naruto's tree-hopping to a screeching halt and he cupped his hands to call to his teammate. "Oi Sakura-san!" She stopped and turned around. "Looks like Sasuke-teme's finally decided to wake up." He watched the pink-haired girl rush toward his position as he undid the knots around Sasuke's wrist._

_The last Uchiha uttered a quiet "thanks" before he was unwillingly forced to let Sakura fuss over him. Once Sasuke was brought up to speed, Naruto made the suggestion that they continue on their trip towards the goal. With a pair of nods, Team Seven was on the move again._

_Flashback end_

Now that they were standing here, in front of a rather imposing, the team wasn't sure what they should do.

"I think we should open the scrolls."

Sakura was very vocal on her opinion of his idea. "Naruto, you idiot! Weren't you listening to what Mitarashi-san said? We're not supposed to open the scrolls at all!"

Feeling the onset of a headache coming, and questioning his sanity on ever harboring a crush for the girl, Naruto did his best to appease the pink-haired banshee about to bite his head off. "That only applies during the exam Sakura-san. I'm sure that in real life, scrolls that are delivered to their intended recipients are opened immediately in case the information is time sensitive. Besides, do you see anyone here that we should give the scrolls to?"

She had to give him that one.

"I hate to say it, but I agree with the dobe Sakura." She looked at Sasuke with the smallest hint of betrayal. "As strange an occurrence as it is, his logic is sound." _Though the fact he even has any of it is still debatable._ "I don't see any other possible action we should take at this point."

That seemed to mollify her considerably. _If Sasuke-kun thinks that we should do it, _she thought, _then it must be the right decision._ Naruto tossed one of the scrolls to Sasuke and both boys proceeded to break the seals.

Unfurling the scroll in his hand, Sasuke immediately recognized the inscribed symbol as one used for summoning. _Dammit! _"Naruto, throw the scroll away quick!" Not waiting to question his teammate, Naruto tossed the roll of paper in tandem with Sasuke just as smoke started billowing out. Preparing for the possibility of an attack, Naruto's hand immediately moved to Murciélago's hilt. This proved unnecessary when a very familiar form emerged from the smoking scrolls.

* * *

Pulling out his pocket watch, Iruka let out a relieved sigh. "Looks like you guys just made it." Raising his head he prepared to congratulate the familiar forms of Sakura and Sasuke…and the not so familiar form of Naruto with a sword on his left hip. Getting over his initial shock, he asked "where did you get that sword Naruto?"

Naruto's hand had left his hilt as soon as he saw who came from the scrolls. He was now regarding his academy instructor with a pleased smile. "It's a really long story Iruka-sensei. I'll explain in better detail later over a bowl of ramen, but only if it's your treat."

Seeing he wasn't going to get anything else out of Naruto, Iruka instead congratulated them on passing the second exam. A cheer from Sakura, a smirk from Sasuke and a satisfied smile from Naruto were the responses he received.

"Excuse me, Iruka-sensei." Iruka looked over to see Naruto staring at the board behind him. "What does the message on the wall mean?" He was a little surprised that Naruto even noticed the importance of the message; he never was known for his attention to details. "That Naruto is Hokage-sama's Chunin motto."

Naruto gave the words a second look._ There must be some second meaning behind the parts about heaven and earth. _He refocused his attention on Iruka-sensei to hear the rest. "Heaven refers to the mind and earth to the body. _If you lack heaven, seek wisdom, be prepared. _In other words if, like Naruto here, your mind is lacking-"

Said blonde shinobi let out a snort.

"-then train yourself in gaining knowledge." Naruto met Iruka's gaze confidently. "You shouldn't underestimate me Iruka-sensei. I just might surprise you." Happy he hadn't offended the boy he continued. "_If you lack earth, run in the fields, seek advantages._ Or, in Sakura's case, if your stamina is weak then train your body to be stronger." The pink haired ninja managed to look sheepish rather than insulted. He finally turned to Sasuke. "And if you possess both heaven _and_ earth, then even the most difficult mission becomes doable."

Sakura still looked confused. "Then what about the missing word?" Iruka moved to answer but was intercepted by Naruto. "That's probably something that we each have to figure out." Everyone turned toward him but he just smiled and continued on. "Everyone is different so it stands to reason that strength has many different meanings as well. Chunin are expected to not only complete missions but also to lead squads of other ninja into and out of battle safely." At this point he turned more serious. "We can't just act like little kids playing a game anymore. Someday, our decisions may be the difference between a successful mission and a wiped out squad." He turned to his stunned former teacher. "Isn't that right Iruka-sensei?"

Naruto's question managed to shake him out of his slack-jawed state. "Th-That's right Naruto."

_Is this _really _the same Naruto who used to pull pranks and skip class?_ Looking at the blonde's two teammates, it was obvious that they were surprised as well. A sad smile made its way onto his face as he remembered his confrontation with Kakashi.

_Flashback_

"_Naruto is different from you! Are you _trying _to crush these kids? The Chunin exam is-"_

_Iruka was cut off from his ramblings by Kakashi. "They're always complaining about the missions. It could be good for them to experience some pain. Crushing them could be fun."_

"_What?"_

"_Well, that part was a joke Iruka. I can understand your feelings and it might upset you but…" An attractive black haired Kunoichi with red eyes gave her two cents. "That's enough Kakashi." But the man wasn't finished yet. "On the contrary Kurenai, Iruka needs to hear this." He turned back to the distraught teacher._

"_They're no longer your students. They are my soldiers."_

_End Flashback_

_I doubted your prowess, yet he believed in you the whole time. My role as your teacher has come to an end.

* * *

_

(Chunin Exam prelims ring)

Naruto was impressed with the number of teams that still managed to make it through. He vaguely recalled that woman Anko claim that she would cut the number of survivors down to half. _Looks like she wasn't kidding_.

In front of the assembly of Chunin hopefuls were several ninja Naruto recognized. The Hokage, in his customary red and white robes, was of course easy to spot. Iruka-sensei, Kakashi-sensei, that weird teacher of Lee's Gai-sensei, Ibiki-san, and Anko-san also made up the entourage. It surprised Naruto that all of the rookie teams from Konoha had managed to make it through the exams._ Guess it says something about our village's quality._ That managed to put a smile on his face.

* * *

The whole time, he never noticed the lavender-eyed girl from behind gazing at him lovingly. _N-Naruto-kun m-made it through the s-second exam! I j-just knew he would! B-but…why is he carrying t-that sword? He didn't have i-it with him at the st-start of the exam._ Unbeknownst to the young Hyūga, the slight leakage of reiatsu from Murciélago was awakening something within her: a power that would save her life many times over and bring her closer to Naruto than she could ever imagine.

* * *

Still ignorant of Hinata's amorous eyes, Naruto turned his attention to his own team. The problem seemed to be Sasuke. From what Sakura had told him of the fight after he passed out, whatever that freaky grass ninja had done to Sasuke's shoulder seemed to be bothering him. Before he could question his teammate, the Hokage cleared his throat to address them.

What followed was an enlightening talk about the true purpose of the exams: how they weren't just for deciding who should be promoted to Chunin, but were also used as a substitute for war. Even if the idea didn't sit well with him, Naruto could see the wisdom in the system. Exchanging death of soldiers on the battlefield for the occasional death of a Genin was an ingenious way to preserve life. Before the Hokage could elaborate on the rest of the exam, he was interrupted by someone. "Excuse me Hokage-sama. As the referee of the third test, I ask that you allow me, Gekko Hayate, to explain the rules."

The old man didn't hesitate. "Very well."

A surprisingly sick-looking man turned to speak. "Hello everyone, my _*cough*_ name is Hayate. Before we _*cough* _begin the third exam, we are going to be _*cough* _holding preliminary eliminations."

"Preliminary?" Everyone's attention focused on Shikamaru. "What do you mean?"

"I don't understand sensei." Sakura was the next person to speak. "Why can't everyone here participate in the third exam?"

"The reason _*cough*_ is that there are too many people left after the first two exams. According to the rules of the _*cough*_ Chunin exams," he said, "we need to _*cough*_ reduce the number of participants before moving on to the third test."

Sakura looked shaken. "No way."

But Hayate continued on. "As you all heard from _*cough*_ Hokage-sama, many nobles are coming to observe the fights in the third exam _*cough*_. If this many participants continued on then the fights would take _*cough* _too long. Those who are not _*cough*_ feeling well enough to continue, please _*cough*_ come forward now."

"What," a brash Kiba proclaimed, "now?"

Nobody expected someone to quit after making it this far, so it was a real shocker when a familiar silver-haired boy raised his hand. "Umm, I'm going to quit."

Naruto's moment of surprise gave way to caution. _No one who comes this far in the exam would willingly give up unless they were seriously injured._

_**Be wary of that one Naruto.**_

Hinata looked at Naruto with concern when he jumped for no apparent reason.

_Ulquiorra? Is that you?_

_**Yes Naruto. Because I inhabit your mind I am able to speak with you silently. Make sure you keep an eye on that boy Naruto. Beings that are still alive should not have any traces of reiatsu, the energy of the dead, on them. It may be only the smallest of amounts but I still detect miniscule bits of it emanating from his body.**_

_What could that mean Ulquiorra?_

_**Either he is a shinigami in disguise, or, far more likely, he is around death far more often than even the most hardened shinobi should be.**_

_Do you think it could have something to do with that weird ninja that attacked us in the forest?_

_**I was not there myself, so I can only go by your memories, but that seems very likely.**_

As Kabuto walked off, Naruto turned to a problem developing in his own team. "Sasuke-kun, you should quit too." He was about to question her when he noticed that Sasuke was clenching his shoulder even tighter than before. _That mark must be extremely painful. But Sakura should know that Sasuke won't just quit like that._

It indeed seemed that way. As she raised her hand to inform the instructor, Sasuke grabbed her hand and said "shut up about the mark." This only seemed to further distress Sakura. "Why are you so stubborn? I don't want to see you suffer like this. To me-." "This has nothing to do with you." Naruto was shocked at how cold Sasuke sounded. _He's never brushed her off that harshly before._ "Stay out of my business." Before this could proceed any further, Naruto decided to step in. He put a comforting hand on Sakura's shoulder.

"Let it go Sakura-san." She looked at him in shock. "Even if we did try to force Sasuke to admit to his weakness, it's still his decision in the end. He's a strong and capable ninja. You can't make the decision for him." She still didn't look completely convinced. "I know how strong Sasuke-kun is. But we don't know anything about that weird mark on his neck. For all we know, it could stop his heart the second he starts molding chakra!"

Naruto turned to Sasuke and his comforting gaze morphed to one of complete seriousness. "Sasuke, do you really think you can continue or are you just trying to put up a front?" Naruto's new tone caught the last Uchiha completely unprepared and he was unable to answer. Seeing no response on its way, Naruto continued. "If you truly feel that you are up to competing then that's fine. _But_," Sasuke felt sure that Naruto's intense look could burn a hole solid stone, "if you're doing this out of some misguided sense of self-fulfillment, I'll stop you _right here, right now_."

The Genin watching the exchange were amazed at Naruto's bold statement. The dead-last from the academy was telling the number-one rookie that he could only compete with his approval. What's more, from the sound of his voice, he seemed completely prepared to turn his words into action.

_Is the dobe actually threatening _me_? Where does he get off thinking I take orders from him? I take orders from no one!_ Sasuke's mouth morphed into a sneer. "I don't have to listen to you dobe." He turned around and expected that to be the end of it. The sudden vice-like grip of Naruto's hand on his bicep spoke otherwise.

Naruto turned him around and said "it's not an order, it's a promise." Something about the power behind his tone made Sasuke's body shiver involuntarily. Satisfied that his teammate had gotten the message, Naruto released his arm and turned his attention back to the front. There seemed to be a heated discussion going on between the Hokage, Anko and Kakashi. From over here, all Naruto could glean were the words "curse seal" and "kinjutsu", neither one giving him an especially good feeling. The Hokage seemed to have said something important, as Anko immediately backed off. He spoke one last time to Kakashi and motioned for Hayate to continue.

Receiving his cue, the proctor moved on. "If there are no _*cough*_more forfeits, then let's continue with the preliminaries. Each will consist _*cough*_of one-on-one fights between the random members of _*cough* _the remaining teams. The match will continue until one _*cough*_ of the combatants gives up, falls unconscious or dies. Keep in _*cough*_ mind that I will be watching the matches from the _*cough* _sidelines. If I decide that someone _*cough*_has no chance of winning, I may decide to declare the match _*cough* _over. Do _not_ question my decisions."

He nodded to Anko, who relayed a message through her headpiece. A slab on the wall on the far side of the room rumbled and shook for a moment, and then slowly began to lift. When it was gone, a hidden television screen was revealed. A cough brought the Genin's attention back to the proctor.

"The matches _*cough* _will be decided at random and will be displayed _*cough* _on the board you see above you." Accompanied by an electronic beep, random names began flashing on the screen too fast for the eye to follow. When it stopped, the first matchup was revealed.

**Uchiha Sasuke vs. Akado Yoroi**

"Would the two _*cough*_ combatants please step _*cough*_ forward. The rest of you _*cough*_, please make your way to the viewing balconies." As the assembled Genin began making their way off the field, Naruto noticed a certain blue-haired girl shyly walking toward him.

* * *

_You c-can do this. You can d-do this._ She repeated this mantra over and over as her feet brought her closer to the blonde ninja. The timid Hyūga mustered all her strength just to look him in the eye; she didn't know how she still retained the capacity for speech. "I-It's g-good to s-see you again N-N-Naruto-kun. I'm r-really g-glad you passed." Any frustration over her stutter dissolved when Naruto smiled warmly at her; a smile that painted her face a very interesting shade of scarlet. "It's good to see you too Hinata-san." He offered her his hand in obvious invitation. "Would you like to watch the preliminary matches with me?"

Hinata felt sure that all the blood in her body had moved to her face, but she couldn't let that distract her. _He's offering to spend time with me! If this is a dream, please don't let me wake up. _She extended her shaky hand until it was enclosed in comforting warmth.

She thought she had prepared herself, thought she was ready, but the shock contact with Naruto's hand gave her proved otherwise. A pleasant feeling ran through her entire body and she absentmindedly noticed the shape of her palm fit perfectly with his. _I d-don't know why, b-but…being here, with my hand in his…just feels so…right._ Hinata allowed Naruto to lead her up the stairs.

Hinata would realize much later that the jolt from contact with Naruto was actually a small transfer of reiatsu: one that shattered the last remaining seal on a power buried deep inside her.

* * *

As he led Hinata up the stairs, her hand in his, Naruto heard a soft, barely discernable chortle from somewhere in his mind. _Mind telling me what you find so entertaining Ulquiorra-sensei?_

Said hollow stopped laughing so he could answer. _**I've been going through your childhood memories and I have to say I'm surprised.**_

Naruto grinned._ You mean how I remained clueless to Hinata-san's blatantly obvious crush?_

The hollow was, if this was possible, even smugger than before. _**I see my taking up residence in your head has given you more than brute strength.**_

Naruto nodded. _You're right. Ever since we melded, it's like I can see everything clearer. It wasn't hard to figure out. _Naruto started to blush. _How impossibly cute her blushing face is didn't slow the process either._

Naruto swore he _felt_ Ulquiorra grinning at that one. _**So now that you know, what do you plan to do about it?**_

That was the real question wasn't it. _I…I don't know. Whenever I look at her, my heart starts pounding and I can't help but notice how cute she is. My face feels hot and I get this fluttering feeling in my gut. But…I'm not sure this is really love; and even if it is, do I really deserve her?_

Now he felt the hollow roll his eyes. _**And why exactly do you think yourself unworthy of her affection? I may be a little rusty at the whole 'emotions' thing, but I'm still a part of you. I know that you really care for her; and from what I've seen, she feels the same way about you.**_

_But she's a Hy__ū__ga and I'm just-_

_**Please don't start in with that.**_ His interruption stopped Naruto's rant before it could gain steam. He was sure he just heard the Vasto Lorde sigh. _**Try to remember I'm **_**in**_** your mind. You can't lie to me. You don't believe in that 'different classes' stuff and you know it. Tell me what's really wrong.**_

He waited but Naruto remained silent. It wasn't until him and Hinata, a happy smile still on her face, nearly reached the top of the stairs that he answered. _How could I, in good conscience, put her through that Ulquiorra? _The somber tone and the omission of 'sensei' startled him. _Even if the Ky__ū__bi's body is being broken down, and its chakra slowly added to my own, almost everyone still sees me as the 'demon-brat'. If I pursued a relationship with Hinata-san, all the people who treated me badly would act the same way towards her. I could never do that to someone so kind-hearted._

This gave Ulquiorra a choice. He could keep silent, and hope that Naruto would eventually realize the true meaning of love, or he could suffer through the demons of his past in order to give the children before him a chance at happiness. Bracing himself for the heavy sadness he was about to feel, he spoke.

_**Naruto…I need you to listen to me.**_

His sensei's voice shocked him so much that he tripped over the last stair and face-planted on the hard, unforgiving concrete. "N-Naruto-kun! A-are you o-okay?" He looked up to see Hinata's face filled with worried look; a look that tore into Naruto's heart like an errant kunai. He was so eager to get that look off her face that he let his tongue slip.

"Y-yeah Hinata-chan, I'm fine!"

Realizing what he said, Naruto moved his hand to his mouth even as a slight blush filled his cheeks. Hinata had now turned so red that it appeared as if her hair might combust at any moment. A few awkward seconds ticked by before Naruto clumsily rushed to his feet. There was no helping it now. Going back to calling her Hinata-san would be tantamount to an insult.

Naruto extended his hand again; this time his was the one trembling. "C-come on Hinata-chan. The match will start if we don't hurry." Hinata gave him a barely perceptible nod. Her hand moved very quickly, almost faster than he could see, in an attempt to avoid any further embarrassment.

* * *

Leading the Hyūga heiress the rest of the way, Naruto refocused on the conversation in his mind. _Sorry about that, you just surprised me. Now what has you sounding so sad all of a sudden?_

His query was met with silence. Just as he was beginning to think he imagined it, his resident finally spoke.

_**You're the first being I've told this to Naruto. Long before you were born, before even the ninja villages, I was in love.**_ If Naruto hadn't been expecting to be surprised, he was fairly sure he would have fallen over again. _Y-y-y-y-y-y-you were in love? _You?_ Then why were you so emotionless when I-_

_**She died.**_

There was a pregnant pause. _I'm sorry. I didn't know._ Another short pause followed. _Will you tell me about her?_

_**Yes.**_

A picture appeared in Naruto's mind of an unknown woman in a white, swimsuit-like, outfit.

_**She was taller than me, with beautiful, glistening blonde hair and a curvaceous figure. Her skin was darker than most and she, **_there was a pause where Naruto could swear Ulquiorra was blushing, _**loved to wear very revealing clothing.**_

Doing his best not to blush at the image, while secretly agreeing on her state of dress (_I've seen _bikinis _that cover more, _he thought to himself_)_, Naruto pushed the conversation forward. _What was her name?_

_**Her name was Tia Harribel. I met her shortly after I achieved my status as a Vasto Lorde. Her strength was greater than my own, though that would change as I mastered my powers, so naturally I was on guard. Being a new Vasto Lorde, I was overconfident in my own capacity and ignorant of hers.**_

_What happened?_

_**I challenged her, and lost. It wasn't even a match. I was on the ground and she had her sword at my throat. I felt sure that this was the end. The only solace I took was in the fact that the foe who bested me was…well…so attractive. But she completely surprised me.**_

_What did she do?_

_**Something I had never seen a hollow do before: she showed mercy. You don't know much about hollows Naruto, but for us it's only about getting stronger. We didn't spare those we defeated; we devoured them and added their strength to our own. Yet here was one of my own kind, displaying compassion instead of ruthlessness.**_

Ulquiorra stopped his story for a few seconds before continuing.

_**I think it was then that I fell in love with her. She was just so different from everyone else. I began travelling across the endless desert with her, battling by her side. It wasn't more than a few years later that I became truly happy: Harribel said that she loved me too. Even in life, at least the little part of my life that I still remembered, I could never recall being so content. We spent the next couple of centuries together, each day filled with such joy that even that Hell of a desert became bearable.**_

Ulquiorra stopped speaking. Naruto could sense a huge 'but' coming up. _What…what happened to her Ulquiorra?_

The seconds he waited for an answer seemed to stretch on for an eternity. _**It was the Ky**__**ū**__**bi.**_

Naruto mentally gasped but Ulquiorra just continued on.

_**It happened so suddenly, there was no time for me to react. I had reached my ultimate form, but Harribel was still able to sense things before I did. In the past it had saved us both from certain death…fate was not so kind this time. One second we were exploring a new part of the desert, the next I was face down in the sand and a huge boom sounded behind me. I turned around and I saw…I saw…I saw….her.**_

Naruto could tell Ulquiorra was on the verge of tears. He had never heard the man speak with such heavy emotions before. It was like all the sorrow he had been hiding up until now was escaping in one giant burst. While he sympathized, he also realized that his mentor needed to get through this.

_What did you see Ulquiorra?_

He felt the man gather his emotions so he could speak clearly.

_**Tia Harribel, the love of my afterlife, the only person who made Hueco Mundo survivable, the woman that I had sworn I would give my soul to protect, was dead. Her gorgeous body had been eviscerated by some kind of giant talon. I looked up, fully prepared to take on whatever had dared to harm my beloved…and met the coldest, most evil eyes I had ever seen.**_

_The Ky__ū__bi._

Ulquiorra shakily nodded before continuing.

_**The fox sized me up almost mockingly, as if the woman he had just killed was beneath his notice. I was so blinded by my anger that I never felt one of his tails coming from behind me until it was too late. Just before I launched my attack, the Ky**__**ū**__**bi softly yet menacingly wrapped my head in one of its tails. If he wanted to, he could have crushed it in the blink of an eye.**_

Ulquiorra paused once again to give Naruto time to digest this. After what might have been a few seconds or a few hours, he finished his story.

_**After defeating me, the Ky**__**ū**__**bi invoked an ancient law of Hueco Mundo: if a hollow bested you in combat, but still spared your life, you were honor-bound to serve him until the day he was defeated, with violators punished by soul-death (1). I almost ignored it, sure that my existence meant nothing so long as I avenged the woman I loved. But something Harribel once said stopped me: "Ulquiorra-kun, promise me, no matter what happens, you will always stay the way are." If I gave into my urge to kill, I would be no better than the lower-level beasts that lived below us in the Menos Forest. I wouldn't be the man she loved.**_

_**Instead, I followed the law and served the Ky**__**ū**__**bi. However, I was unable to cope with the sadness of losing Harribel, so I shut my emotions away in some far corner of my heart. For millennia, I faithfully did the Ky**__**ū**__**bi's bidding, hoping against hope that someone would come along and end this monster's reign of terror.**_

At this point, Ulquiorra smiled.

_**The rest you already know. Your Fourth Hokage, may Kami-sama rest his soul, sealed that monster into you and unwittingly saved both your village and Hueco Mundo. Released from my prison, I wandered around for years awaiting my chance to aid you. Because of the fox's influence in your body, I was unable to enter until that snake man sealed his chakra.**_

Naruto was dumbstruck. This was so much to take in. But even as he tried to wrap his mind around Ulquiorra's story, the man gave him a very important lesson. _**Always remember Naruto: love, no matter how fleeting or how difficult, is the only thing that makes life worth living. The girl whose hand you're holding cares for you very deeply. Trust me when I say that her love is worth fighting for.**_

Naruto was about to respond when the object of their conversation began shaking his shoulder. "N-Naruto-kun, something's wrong with Sasuke-kun!" He immediately refocused on the ring. He could figure out his feelings later. His team was the most important thing right now.

* * *

**Uchiha Sasuke vs. Akado Yoroi **(a few minutes earlier)

Sasuke grimaced as another spike of pain lanced from the seal on his shoulder. Every time he tried summoning chakra in preparation for his match , the agony would only increase. Now here he was, facing an unknown opponent with his jutsu, for all intents and purposes, unusable. Even so, he still never let the smirk leave his face.

"Now, please begin," the proctor said.

Yoroi quickly formed a tiger seal and focused chakra into his hands. "Are you ready Sasuke-kun?" If anything, the last Uchiha's smile widened. "Yeah," he said, his hand moving to the weapon holster.

Yoroi, seemingly finished with jutsu preparation, moved his left hand to his weapon pouch and grabbed a trio of shuriken. He quickly launched them at Sasuke, who by now had removed the kunai from its holster. Sasuke swung the blade in a downward arc, batting all three throwing stars away from him and back towards their owner. While Yoroi dodged his returned weapons with practiced ease, pain from the seal on his shoulder tripped Sasuke up, forcing him to the ground.

Yoroi capitalized on the opening, and Sasuke barely rolled from the tile-smashing punch that landed where his head had been moments ago. The Uchiha drove his kunai into the ground for leverage, and swung his body around, successfully sweeping Yoroi's feet out from under him. Seeing an opportunity, Sasuke latched onto his opponents flailing arm in a picture perfect arm-bar. _Now I've got you. _The Uchiha attempted to break the boy's arm, but suddenly found his muscles weakening at an alarming rate.

_What the…my strength!_

The limbs restraining him devoid of power, Yoroi easily broke Sasuke's hold. He then nailed the boy's jaw with a strong uppercut and swung himself upright. Sasuke saw his opponent make a grab for his head and attempted to block. Yoroi batted the flimsy arm aside and dug his fingers into Uchiha's forehead. Sasuke then felt the strange, draining feeling return.

"You…you're stealing my chakra."

Though no one could see it, Yoroi was smirking behind his mask. "So you finally noticed."

* * *

Up in the stands, a certain disguised snake discretely enjoyed the show. _That's Yoroi's chakra-absorption ability. A wonderful technique that drains the opponent of both physical and spiritual energy. And when your own supplies run out Sasuke-kun, you'll be forced to rely on my cursed seal._

His grin widened at Sasuke's howl of pain. _Now release it…that wonderful power. If you don't do it soon, you'll die.

* * *

_

On another portion of the balcony, a certain blonde shinobi had to agree with the girl beside him: Sasuke _was_ in trouble. He absently noticed Sakura was shaking with worry.

Suddenly, Sasuke summoned the last bit of his strength to kick Yoroi away from him. _Good move Sasuke, but you don't have a chance if this keeps up. *sigh* I guess you need some encouragement.

* * *

_

_How am I supposed to beat this guy. He's draining my chakra and I didn't have much to begin with._ A scoff from the gallery garnered his attention. He raised his gaze to discover it had come from Naruto. Naruto with a look of disappointment on his face. "Is this really all you've got Sasuke? I guess I didn't need to interfere after all."

Receiving pity from Naruto was worse than losing a thousand times over for Sasuke. He had to – no he _would _find a way to win. By chance his gaze moved over to Lee, and he found his answer.

* * *

"Do you think he can still win Naruto-kun?" He turned and favored the concerned girl with a smile. He felt a sort of smug satisfaction watching her blush intensify as a result. "I don't know Hinata-chan. If Sasuke-teme doesn't end this soon, then that freak will suck out all his chakra." The sound of a newly fractured jaw brought his attention back to the match. Yoroi was now in the air, completely vulnerable to attacks from any side. That's where Sasuke came in. The Uchiha suddenly appeared directly behind his airborne opponent: perfect position for a match ending strike.

Just before he could land a finishing combo however, the skin of his shoulder pulsed as the curse seal flared to life. His muscles spasmed and blood erupted from his mouth. Dark flame-like marks blossomed on his skin until they covered the entire left half of his body. Even more disturbing was the change in Sasuke's expression. Gone were the calm calculating eyes of a shinobi. In their place was the look of a man drunk off his own power, and one lucky enough to have his first victim right in his sights.

Naruto recognized the danger even as his right hand moved to Murciélago's hilt. He had just planted his left foot on the handrail in preparation for his jump when a resounding crack filled the arena. All the Konoha and Sand ninja looked on in shock as the dead body of Akado Yoroi fell to the ground: its head facing the wrong way. Sasuke, in an act of totally unneeded brutality, had broken his opponent's neck.

Landing a few feet away, the newly tattooed ninja looked at the body of the boy whose life he'd taken. And he started to laugh.

"HAHAHAHAHAHA! THIS POWER! IT'S SO INTOXICATING! COME ON! BRING THE NEXT FIGHTER DOWN I'LL-." His rant was cut short by the feeling of cold steel pressed against his neck. He turned to see Naruto holding the new blade against his neck, his face a visage of cold fury.

"That's _enough_ Sasuke. You won the match, so power down calmly and leave quietly or I'll _make you_."

Sasuke regarded the threatening blonde with a look of amusement. "So, you're going to be my next opponent Naruto? That's just-."

_*THUMP*_

With that, Sasuke's body started pitching forward: rendered unconscious when Naruto drove the hilt of Murciélago into the back of his skull. Not bothering to catch him as he fell, Naruto looked around at his stunned audience.

"…Oi, you better not be expecting _me_ to take him to the infirmary."

* * *

**(1) Soul-Death: A term I just came up with on the fly (don't know if anyone's used it before). It means the utter eradication of the soul's very existence. For a manga example, it's basically what happened to the souls of the hollows that the Quincy killed.**

Since Sasuke didn't wake up in the forest, I decided to give him his crazy, power-drunk scene in a place with an audience.

I'll just say it right now: I don't like Sasuke. He was tolerable in the beginning but, if you've been keeping up with the manga at all, he's become a totally insane motherfucker! He won't be as bad as that in this fic, mainly because I could _never_ successfully portray that kind of character, but he won't be a good guy so don't get your hopes up.

Hoping to get at least one more chapter before the end of spring break.

See ya


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